Amendment: SEC Form 10-K/A filed by Coeptis Therapeutics Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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The aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant, as of the last business day of the registrant’s
most recently completed second fiscal quarter, based on the closing sale price of $5.78 reported on the Nasdaq Capital Market was: $
The number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date was: shares of $0.0001 par value common stock outstanding as of March 26, 2025.
EXPLANATORY NOTE
This Form 10-K/A (“Amendment No. 1”) amends the annual report on Form 10-K of Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2025 (the “Original Form 10-K”). The Original Form 10-K omitted Exhibit 97, which is the Company’s Clawback Policy. The Company is filing this Amendment No. 1 solely to include the omitted exhibit.
Pursuant to the rules of the SEC, Part IV, Item 15 (Exhibit Index) has also been amended to contain the currently dated certifications from our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.3 and 31.4, respectively. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, we have omitted paragraphs 3, 4 and 5 of the certifications filed with this Amendment No. 1. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not filing any financial statements with this Amendment No. 1.
This Amendment No. 1 speaks as of the original filing date of the Original Form 10-K. No other information included in the Original Form 10-K has been modified or updated in any way. The Original Form 10-K continues to speak as of the date of the original filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred after the original filing other than as expressly indicated in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s other SEC filings.
| 2 |
PART IV
Item 15. Exhibits, Financial Statement Schedules
Part IV of the Original Filing is hereby amended to solely provide for Exhibit 97 and the other exhibits required to be filed in connection with this Amendment No. 1.
The following exhibits are filed as part of this Amendment No. 1, and this list includes the Exhibit Index.
|
Exhibit No. |
Description | |
| 31.3 | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.4 | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 97 | Coeptis Therapeutics Holdings, Inc. Clawback Policy* | |
| 101.INS | XBRL Instance Document* | |
| 101.SCH | XBRL Taxonomy Extension Schema* | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase* | |
| 101.LAB | XBRL Taxonomy Label Linkbase* | |
| 101.PRE | XBRL Definition Linkbase Document* | |
| 101.DEF | XBRL Definition Linkbase Document* |
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COEPTIS THERAPEUTICS HOLDINGS, INC. | ||
| Date: June 3, 2025 | By: | /s/ David Mehalick |
| David Mehalick | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: June 3, 2025 | By: | /s/ Brian Cogley |
| Brian Cogley | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David Mehalick | Chief Executive Officer | June 3, 2025 | ||
| David Mehalick | (Principal Executive Officer) and Director | |||
| /s/ Brian Cogley | Chief Financial Officer (Principal Financial and | June 3, 2025 | ||
| Brian Cogley | Accounting Officer) and Director | |||
| /s/ Daniel Yerace | Director | June 3, 2025 | ||
| Daniel Yerace | ||||
| /s/ Christopher Calise | Director | June 3, 2025 | ||
| Christopher Calise | ||||
| /s/ Christopher Cochran | Director | June 3, 2025 | ||
| Christopher Cochran | ||||
| /s/ Philippe Deschamps | Director | June 3, 2025 | ||
| Philippe Deschamps | ||||
| /s/ Tara DeSilva | Director | June 3, 2025 | ||
| Tara DeSilva | ||||
| /s/ Gene Salkind | Director | June 3, 2025 | ||
| Gene Salkind |
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